Horizon Organic Sales Increased 21 Percent in
Second Quarter Driving Strong Operating Performance

Press Release / Horizon Organic Holding Corporation 7aug03

BOULDER, Colo., Aug. 7 /PRNewswire-FirstCall/—Horizon Organic Holding Corporation (Nasdaq: HCOW - News), which markets the leading brand of certified organic foods in the United States, grew sales 21 percent to $54.0 million -- 21 percent in the U.S. and 20 percent in the U.K. -- during the second quarter of 2003, compared with the second quarter of 2002. Earnings from continuing operations declined to $534,000, or $0.05 per diluted share, from $647,000, or $0.06 per diluted share, in the second quarter of 2002. These results include $691,000 in transaction costs associated with the announced merger with Dean Foods Company, which on an after-tax basis impacted earnings by $0.04 per diluted share. These earnings, excluding the $0.04 of transaction costs, compare favorably to analysts' consensus of $0.08, which also does not include transaction costs. Net income for the second quarter of 2003, including discontinued operations and transaction costs, was $183,000 or $0.02 per diluted share, compared with net income of $353,000, or $0.03 per diluted share, in the 2002 second quarter.

On June 30, Horizon Organic and Dean Foods announced a definitive merger agreement under which Dean will acquire the 87 percent of Horizon Organic's shares that it does not already own for $24 a share.

"Our leadership in the organic industry, coupled with the growing public awareness of the many advantages of healthy organic foods, continues to generate strong sales growth. With the backing of Dean Foods and its nation- wide distribution network, this trend is likely to accelerate," said Chuck Marcy, president and CEO of Horizon Organic. "At the same time, the Dean Foods offer provides an immediate opportunity for our shareholders to capitalize on this growth."

Highlights for the second quarter included: * A 23 percent increase in U.S. milk sales driven by ultra pasteurized milk, which now accounts for 57 percent of total milk sales. * An increase in milk distribution to 65 percent of U.S. grocery stores during June compared with 56 percent in June 2002. * A 54 percent increase since the first quarter of 2003 in single-serve milk sales, reflecting the Company's expanded distribution at Costco. * An increase of 19 percent in sales of Rachel's Organic branded products in the U.K., driven by growth of 69 percent in Rachel's Organic retail branded milk.

For the first six months of 2003, income from continuing operations of $1.5 million or $0.14 per diluted share was unchanged from the first half of 2002. Again, these results include $0.04 per diluted share in transaction costs.

After losses on discontinued operations in both years, net income for the first six months of 2003 was $370,000, or $0.03 per diluted share, compared with a loss of $1.3 million, or $0.12 per diluted share, in the 2002 period.

Six-month sales rose 22 percent to $105.8 million in the first half of 2003. U.S. sales were up 22 percent to $86.8 million, with milk posting a 25 percent gain and dairy up 16 percent. Juice sales declined 6 percent. In the U.K., sales rose 19 percent to $19.0 million.

The Company is continuing to work with an experienced dairy farmer as well as new prospective buyers for the sale of its Idaho dairy farm.

Marcy said the Company is excited about the rollout of the nation's first organic infant formula in September and a new line of baby and children's yogurts that are expected to be on the shelf late this month. Marcy said that with new product introductions and ongoing distribution gains, the Company continues to support its previous guidance of a 20 to 25 percent increase in sales in 2003, and earnings per diluted share from continuing operations in line with analysts' consensus which does not include transaction costs.

Conference Call

Horizon Organic management will host a conference call on Thursday, August 7, 2003 at 11 a.m. Eastern Time to discuss the Company's year-to-date performance and pending merger. To hear the call, participants should call 1-800-603-5503 ten minutes prior to the event, or visit the Company's website at www.horizonorganic.com for a live simulcast and replay of the call.

Horizon Organic markets the leading brand of certified organic foods in the U.S. and the leading brand of organic milk in both the U.S. and U.K. In the U.S. its products include organic milk, a full-line of organic dairy products, organic eggs and juices. In the U.K., the Company markets organic yogurt, milk and butter under the Rachel's Organic brand. For more information, please visit the Company's web site at www.horizonorganic.com.

Note on Forward-Looking Statements: This news release contains forward- looking statements that involve risks and uncertainties. Future events may differ materially from those discussed herein, due to a number of factors, including uncertainties related to the Company's ability to continue to maintain and expand its brands, avoid adverse publicity, manage its supply chain efficiently, continue and effectively manage its rapid growth, and maintain key management, as well as the volatility in the cost of organic farm products, increased competition, changes in consumer preferences, and increases in charges under governmental dairy programs. These factors and others are more fully discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2002.

HORIZON ORGANIC HOLDING CORPORATION
                            SELECTED FINANCIAL DATA
                     (In thousands, except per share data)

                                            Three Months Ended June 30,
                                           2003     %NS     2002     %NS
    Net sales                             $53,978  100.0%  $44,713  100.0%
              Growth vs. prior year         20.7%            15.8%
    Cost of sales                          36,891   68.3%   30,646   68.5%
    Gross profit                           17,087   31.7%   14,067   31.5%

    Selling expense                        11,993   22.2%    9,900   22.1%
    General and administrative              3,194    5.9%    2,659    5.9%
    Transaction costs                         691    1.3%       --    0.0%
    Intangible asset amortization             329    0.6%      326    0.7%

    Operating income                          880    1.6%    1,182    2.6%

    Interest and other, net                    (4)   0.0%     (122)  -0.3%

    Income from continuing operations
     before income taxes                      876    1.6%    1,060    2.4%

    Income tax expense                       (342)  -0.6%     (413)  -0.9%

    Income from continuing operations         534    1.0%      647    1.4%

    Loss from discontinued operations, net   (351)  -0.7%     (294)  -0.7%

    Net income (loss)                         183    0.3%      353    0.8%


    Earnings per share from continuing
     operations
      Basic                                 $0.05            $0.06
      Diluted                               $0.05            $0.06

    Loss per share from discontinued
     operations
      Basic                                ($0.03)          ($0.03)
      Diluted                              ($0.03)          ($0.03)

    Earnings (loss) per share
      Basic                                 $0.02            $0.03
      Diluted                               $0.02            $0.03

    Weighted average shares outstanding:
      Basic                                10,330           10,179
      Diluted                              10,650           10,617


                     HORIZON ORGANIC HOLDING CORPORATION
                      SELECTED FINANCIAL DATA, Continued
                    (In thousands, except per share data)

                                             Six Months Ended June 30,
                                           2003     %NS     2002     %NS
    Net sales                            $105,798  100.0%   $86,931  100.0%
              Growth vs. prior year         21.7%             14.1%
    Cost of sales                          72,196   68.2%    59,014   67.9%
    Gross profit                           33,602   31.8%    27,917   32.1%

    Selling expense                        23,301   22.0%    19,331   22.2%
    General and administrative              6,391    6.0%     5,179    6.0%
    Transaction costs                         691    0.7%        --    0.0%
    Intangible asset amortization             658    0.6%       651    0.7%

    Operating income                        2,561    2.4%     2,756    3.2%

    Interest and other, net                   (53)  -0.1%      (310)  -0.4%

    Income from continuing operations
     before income taxes                    2,508    2.4%     2,446    2.8%

    Income tax expense                       (978)  -0.9%      (954)  -1.1%

    Income from continuing operations       1,530    1.4%     1,492    1.7%

    Loss from discontinued operations, net (1,160)  -1.1%    (2,813)  -3.2%

    Net income (loss)                         370    0.3%    (1,321)  -1.5%


    Earnings per share from continuing
     operations
      Basic                                 $0.15             $0.15
      Diluted                               $0.14             $0.14

    Loss per share from discontinued
     operations
      Basic                                ($0.11)           ($0.28)
      Diluted                              ($0.11)           ($0.26)

    Earnings (loss) per share
      Basic                                 $0.04            ($0.13)
      Diluted                               $0.03            ($0.12)

    Weighted average shares outstanding:
      Basic                                10,317            10,161
      Diluted                              10,607            10,589


    Selected Balance Sheet Data

                                                 June 30,        December 31,
                                                   2003              2002
    Working capital                                $22,052           $23,250
    Total assets                                   131,479           128,207
    Current liabilities                             49,601            45,546
    Long-term debt, less current portion            11,475            14,110
    Stockholders' equity                            67,486            65,653



                     HORIZON ORGANIC HOLDING CORPORATION
                           SELECTED FINANCIAL DATA
                    (In thousands, except per share data)

    Income From Continuing Operations Before Transaction Costs Data (a non-
     GAAP financial measure) (1)

                                              Three Months       Six Months
                                             Ended June 30,    Ended June 30,
                                                  2003              2003
    Income from continuing operations
     before transaction costs*                       $956             $1,952

    *Reconciliation to Generally Accepted
     Accounting Principles (GAAP):
    Income from continuing operations
     before transaction costs                        $956             $1,952
    Transaction costs, net                           (422)              (422)
    Income from continuing operations                 534              1,530
    Loss from discontinued operations, net           (351)            (1,160)
    Net income                                        183                370


    Earnings Per Diluted Share From Continuing Operations Before Transaction
     Costs Data (a non-GAAP financial measure) (2)

                                              Three Months       Six Months
                                             Ended June 30,    Ended June 30,
                                                  2003              2003
    Earnings from continuing operations
     before transaction costs**                      $0.09             $0.18

    **Reconciliation to Generally Accepted
     Accounting Principles (GAAP):
    Earnings from continuing operations
     before transaction costs                        $0.09             $0.18
    Transaction costs, net                          ($0.04)           ($0.04)
    Earnings from continuing operations              $0.05             $0.14
    Loss from discontinued operations, net          ($0.03)           ($0.11)
    Earnings                                         $0.02             $0.03


    EBITDA Data (a non-GAAP financial measure) (3)

                                              Three Months       Six Months
                                             Ended June 30,    Ended June 30,
                                                  2003              2003
    EBITDA from continuing operations***            $1,975            $4,611
    EBITDA from discontinued operations***             675               531
    Total EBITDA***                                  2,650             5,142

    ***Reconciliation to Generally Accepted Accounting Principles (GAAP):


                                       Three Months Ended June 30, 2003
                                  Continuing      Discontinued      Total
                                  Operations       Operations     Operations
    Total EBITDA                     $1,975            $675        $2,650
    Less interest and other, net
     (excluding amortization of
     loan fees of $25 and $54 for
     the three and six months
     ended June 30, 2003,
     respectively)                      (21)            434           413
    Less income tax expense (benefit)   342            (225)          117
    Less depreciation                   602              --           602
    Less loss on disposal of
     Idaho Dairy in lieu of
     depreciation                        --             817           817
    Less amortization (including
     amortization of loan fees of
     $25 and $54 for the three and
     six months ended June 30, 2003,
     respectively)                      518              --           518
    Net income (loss)                   534            (351)          183


                                         Six Months Ended June 30, 2003
                                  Continuing      Discontinued      Total
                                  Operations       Operations     Operations
    Total EBITDA                     $4,611            $531        $5,142
    Less interest and other, net
     (excluding amortization of
     loan fees of $25 and $54 for
     the three and six months
     ended June 30, 2003,
     respectively)                       (1)            865           864
    Less income tax expense (benefit)   978            (741)          237
    Less depreciation                 1,169              --         1,169
    Less loss on disposal of
     Idaho Dairy in lieu of
     depreciation                        --           1,567         1,567
    Less amortization (including
     amortization of loan fees of
     $25 and $54 for the three and
     six months ended June 30, 2003,
     respectively)                      935              --           935
    Net income (loss)                 1,530          (1,160)          370


     (1)  Income from continuing operations before transaction costs, as
     defined by the Company, represents income from continuing operations
     excluding transaction costs associated with the proposed merger with Dean
     Foods Company.  Transaction costs associated with the proposed merger
     include primarily investment banking fees, legal fees and consulting
     fees.  These costs were incurred solely in connection with the proposed
     merger of the Company with Dean Foods and are not a part of the Company's
     ongoing operating expenses.  Therefore, excluding these costs provides an
     important additional perspective on the operating costs of the Company
     and the comparison of such to historical periods.

     (2)  Earnings per diluted share from continuing operations before
     transaction costs, as defined by the Company, is computed by dividing
     income from continuing operations excluding transaction costs associated
     with the proposed merger with Dean Foods Company by the weighted average
     number of common shares outstanding increased for potentially dilutive
     common shares outstanding during the period.  Transaction costs
     associated with the proposed merger include primarily investment banking
     fees, legal fees and consulting fees.  These costs were incurred solely
     in connection with the proposed merger of the Company with Dean Foods and
     are not a part of the Company's ongoing operating expenses.  Therefore,
     excluding these costs in earnings per diluted share calculations provides
     an important additional perspective on the earnings per diluted share
     calculations of the Company and the comparison of such to historical
     periods.

     (3)  EBITDA, as defined by the Company, represents earnings before
     interest and other, net; income taxes; depreciation (including
     anticipated losses on disposal of the discontinued operations in lieu of
     continuing depreciation) and amortization.  EBITDA is presented because
     it is a widely accepted financial indicator used by certain investors and
     analysts to analyze and compare companies.  Additionally, management
     believes that EBITDA provides an important additional perspective on the
     Company's ability to service its long-term debt and to self-fund other
     investment opportunities.  EBITDA has not been presented as an
     alternative to operating income or cash flows from operating activities,
     or as an indicator of operating performance, and should not be considered
     in isolation or as a substitute for measures of performance prepared in
     accordance with GAAP.


Source: Horizon Organic Holding Corporation

source: http://biz.yahoo.com/prnews/030807/lath019_1.html 7aug03

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